CITE
15 USC Sec. 80a-24 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS
SUBCHAPTER I - INVESTMENT COMPANIES
HEAD
Sec. 80a-24. Registration of securities under Securities Act of
1933
STATUTE
(a) Registration statement; contents
In registering under the Securities Act of 1933 [15 U.S.C. 77a et
seq.], any security of which it is the issuer, a registered
investment company, in lieu of furnishing a registration statement
containing the information and documents specified in schedule A of
said Act [15 U.S.C. 77aa], may file a registration statement
containing the following information and documents:
(1) such copies of the registration statement filed by such
company under this subchapter, and of such reports filed by such
company pursuant to section 80a-29 of this title or such copies
of portions of such registration statement and reports, as the
Commission shall designate by rules and regulations; and
(2) such additional information and documents (including a
prospectus) as the Commission shall prescribe by rules and
regulations as necessary or appropriate in the public interest or
for the protection of investors.
(b) Filing of three copies of advertisement, pamphlet, etc. in
connection with public offering; time of filing
It shall be unlawful for any of the following companies, or for
any underwriter for such a company, in connection with a public
offering of any security of which such company is the issuer, to
make use of the mails or any means or instrumentalities of
interstate commerce, to transmit any advertisement, pamphlet,
circular, form letter, or other sales literature addressed to or
intended for distribution to prospective investors unless three
copies of the full text thereof have been filed with the Commission
or are filed with the Commission within ten days thereafter:
(1) any registered open-end company;
(2) any registered unit investment trust; or
(3) any registered face-amount certificate company.
(c) Additional requirement for prospectuses relating to periodic
payment plan certificates or face-amount certificate
In addition to the powers relative to prospectuses granted the
Commission by section 10 of the Securities Act of 1933 [15 U.S.C.
77j], the Commission is authorized to require, by rules and
regulations or order, that the information contained in any
prospectus relating to any periodic payment plan certificate or
face-amount certificate registered under the Securities Act of 1933
[15 U.S.C. 77a et seq.], on or after the effective date of this
subchapter be presented in such form and order of items, and such
prospectus contain such summaries of any portion of such
information, as are necessary or appropriate in the public interest
or for the protection of investors.
(d) Application of other provisions to securities of investment
companies, face-amount certificate companies, and open-end
companies or unit investment trust
The exemption provided by paragraph (8) of section 3(a) of the
Securities Act of 1933 [15 U.S.C. 77c(a)(8)] shall not apply to any
security of which an investment company is the issuer. The
exemption provided by paragraph (11) of said section 3(a) [15
U.S.C. 77c(a)(11)] shall not apply to any security of which a
registered investment company is the issuer. The exemption provided
by section 4(3) of the Securities Act of 1933 [15 U.S.C. 77d(3)]
shall not apply to any transaction in a security issued by a face-
amount certificate company or in a redeemable security issued by
an open-end management company or unit investment trust if any
other security of the same class is currently being offered or sold
by the issuer or by or through an underwriter in a distribution
which is not exempted from section 5 of said Act [15 U.S.C. 77e],
except to such extent and subject to such terms and conditions as
the Commission, having due regard for the public interest and the
protection of investors, may prescribe by rules or regulations with
respect to any class of persons, securities, or transactions.
(e) Amendment of registration statements relating to securities
issued by face-amount certificate companies, open-end management
companies or unit investment trusts
For the purposes of section 11 of the Securities Act of 1933, as
amended [15 U.S.C. 77k] the effective date of the latest amendment
filed shall be deemed the effective date of the registration
statement with respect to securities sold after such amendment
shall have become effective. For the purposes of section 13 of the
Securities Act of 1933, as amended [15 U.S.C. 77m], no such
security shall be deemed to have been bona fide offered to the
public prior to the effective date of the latest amendment filed
pursuant to this subsection. Except to the extent the Commission
otherwise provides by rules or regulations as appropriate in the
public interest or for the protection of investors, no prospectus
relating to a security issued by a face-amount certificate company
or a redeemable security issued by an open-end management company
or unit investment trust which varies for the purposes of
subsection (a)(3) of section 10 of the Securities Act of 1933 [15
U.S.C. 77j(a)(3)] from the latest prospectus filed as a part of the
registration statement shall be deemed to meet the requirements of
said section 10 [15 U.S.C. 77j] unless filed as part of an
amendment to the registration statement under said Act [15 U.S.C.
77a et seq.] and such amendment has become effective.
(f) Registration of indefinite amount of securities
(1) Registration of securities
Upon the effective date of its registration statement, as
provided by section 8 of the Securities Act of 1933 [15 U.S.C.
77h], a face-amount certificate company, open-end management
company, or unit investment trust, shall be deemed to have
registered an indefinite amount of securities.
(2) Payment of registration fees
Not later than 90 days after the end of the fiscal year of a
company or trust referred to in paragraph (1), the company or
trust, as applicable, shall pay a registration fee to the
Commission, calculated in the manner specified in section 6(b) of
the Securities Act of 1933 [15 U.S.C. 77f(b)], based on the
aggregate sales price for which its securities (including, for
purposes of this paragraph, all securities issued pursuant to a
dividend reinvestment plan) were sold pursuant to a registration
of an indefinite amount of securities under this subsection
during the previous fiscal year of the company or trust, reduced
by -
(A) the aggregate redemption or repurchase price of the
securities of the company or trust during that year; and
(B) the aggregate redemption or repurchase price of the
securities of the company or trust during any prior fiscal year
ending not more than 1 year before October 11, 1996, that were
not used previously by the company or trust to reduce fees
payable under this section.
(3) Interest due on late payment
A company or trust paying the fee required by this subsection
or any portion thereof more than 90 days after the end of the
fiscal year of the company or trust shall pay to the Commission
interest on unpaid amounts, at the average investment rate for
Treasury tax and loan accounts published by the Secretary of the
Treasury pursuant to section 3717(a) of title 31. The payment of
interest pursuant to this paragraph shall not preclude the
Commission from bringing an action to enforce the requirements of
paragraph (2).
(4) Rulemaking authority
The Commission may adopt rules and regulations to implement
this subsection.
(g) Additional prospectuses
In addition to any prospectus permitted or required by section
10(a) of the Securities Act of 1933 [15 U.S.C. 77j(a)], the
Commission shall permit, by rules or regulations deemed necessary
or appropriate in the public interest or for the protection of
investors, the use of a prospectus for purposes of section 5(b)(1)
of that Act [15 U.S.C. 77e(b)(1)] with respect to securities issued
by a registered investment company. Such a prospectus, which may
include information the substance of which is not included in the
prospectus specified in section 10(a) of the Securities Act of
1933, shall be deemed to be permitted by section 10(b) of that Act
[15 U.S.C. 77j(b)].
SOURCE
(Aug. 22, 1940, ch. 686, title I, Sec. 24, 54 Stat. 825; Aug. 10,
1954, ch. 667, title IV, Secs. 402, 403, 68 Stat. 689; Pub. L. 91-
547, Sec. 13, Dec. 14, 1970, 84 Stat. 1423; Pub. L. 100-181, title
VI, Sec. 617, Dec. 4, 1987, 101 Stat. 1262; Pub. L. 104-290, title
II, Secs. 203(a), (b), 204, Oct. 11, 1996, 110 Stat. 3427, 3428.)
REFERENCES IN TEXT
The Securities Act of 1933, referred to in subsecs. (a), (c), and
(e), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended,
which is classified generally to subchapter I (Sec. 77a et seq.) of
chapter 2A of this title. For complete classification of this Act
to the Code, see section 77a of this title and Tables.
For the effective date of this subchapter, referred to in subsec.
(c), see section 80a-52 of this title.
AMENDMENTS
1996 - Subsec. (e). Pub. L. 104-290, Sec. 203(a), substituted
"For" for "(3) For", struck out "pursuant to this subsection or
otherwise" before "shall be deemed the effective date of the
registration statement", and struck out pars. (1) and (2) which
read as follows:
"(1) A registration statement under the Securities Act of 1933
relating to a security issued by a face-amount certificate company
or a redeemable security issued by an open-end management company
or unit investment trust may be amended after its effective date so
as to increase the securities specified therein as proposed to be
offered. At the time of filing such amendment there shall be paid
to the Commission a fee, calculated in the manner specified in
section 6(b) of said Act, with respect to the additional securities
therein proposed to be offered.
"(2) The filing of such an amendment to a registration statement
under the Securities Act of 1933 shall not be deemed to have taken
place unless it is accompanied by a United States postal money
order or a certified bank check or cash for the amount of the fee
required under paragraph (1) of this subsection."
Subsec. (f). Pub. L. 104-290, Sec. 203(b), inserted heading and
amended text generally. Prior to amendment, text read as follows:
"In the case of securities issued by a face-amount certificate
company or redeemable securities issued by an open-end management
company or unit investment trust, which are sold in an amount in
excess of the number of securities included in an effective
registration statement of any such company, such company may, in
accordance with such rules and regulations as the Commission shall
adopt as it deems necessary or appropriate in the public interest
or for the protection of investors, elect to have the registration
of such securities deemed effective as of the time of their sale,
upon payment to the Commission, within six months after any such
sale, of a registration fee of three times the amount of the fee
which would have otherwise been applicable to such securities. Upon
any such election and payment, the registration statement of such
company shall be considered to have been in effect with respect to
such shares. The Commission may also adopt rules and regulations as
it deems necessary or appropriate in the public interest or for the
protection of investors to permit the registration of an indefinite
number of the securities issued by a face-amount certificate
company or redeemable securities issued by an open-end management
company or unit investment trust."
Subsec. (g). Pub. L. 104-290, Sec. 204, added subsec. (g).
1987 - Subsec. (d). Pub. L. 100-181 struck out ", except a
security sold or disposed of by the issuer or bona fide offered to
the public prior to the effective date of this subchapter and with
respect to a security so sold, disposed of, or offered, shall not
apply to any new offering thereof on or after the effective date of
this subchapter" at end of second sentence.
1970 - Subsec. (d). Pub. L. 91-547, Sec. 13(a), substituted
"section 4(3) of the Securities Act of 1933" for "the third clause
of section 4(1) of the Securities Act of 1933" and struck out the
comma before "if any".
Subsec. (f). Pub. L. 91-547, Sec. 13(b), added subsec. (f).
1954 - Subsec. (d). Act Aug. 10, 1954, Sec. 402, inserted
provision making dealer's exemption contained in third clause of
section 77d(1) of this title inapplicable to transactions in the
securities of investment companies that are offered to the public
on a continuous basis, subject to certain exceptions.
Subsec. (e). Act Aug. 10, 1954, Sec. 403, added subsec. (e).
EFFECTIVE DATE OF 1996 AMENDMENT
Section 203(c) of Pub. L. 104-290 provided that: "The amendments
made by this section [amending this section] shall become effective
on the earlier of -
"(1) 1 year after the date of enactment of this Act [Oct. 11,
1996]; or
"(2) the effective date of final rules or regulations issued in
accordance with section 24(f) of the Investment Company Act of
1940 [subsec. (f) of this section], as amended by this section."
EFFECTIVE DATE OF 1970 AMENDMENT
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section
30 of Pub. L. 91-547, set out as a note under section 80a-52 of
this title.
EFFECTIVE DATE OF 1954 AMENDMENT
Amendment by act Aug. 10, 1954, effective sixty days after Aug.
10, 1954, see note under section 77b of this title.
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg.
Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
64 Stat. 1265, set out under section 78d of this title.